Bylaws for a small nonprofit

Bylaws of [ORGANIZATION NAME]

Adopted by the Board of Directors on [DATE].

Article 1. Name and offices

1. The name of the corporation is [ORGANIZATION NAME] (the "Organization").
2. The Organization's principal office is in [CITY], [STATE]. The Board may change the location of the office.

Article 2. Purpose

1. The Organization is a nonprofit corporation organized under the laws of [STATE]. It is organized and operated exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code).
2. Within those purposes, the Organization's specific purpose is to [DESCRIBE YOUR MISSION IN ONE OR TWO SENTENCES].
3. No part of the Organization's net earnings will benefit any director, officer or private person, except that the Organization may pay reasonable compensation for services actually provided and may reimburse reasonable expenses.
4. The Organization will not participate in or intervene in any political campaign for or against any candidate for public office. No substantial part of its activities will consist of trying to influence legislation, except as allowed by the Internal Revenue Code.

Article 3. Members

1. The Organization has no members. Any action that would otherwise need approval by members needs only approval by the Board of Directors.
2. The Board may create groups of supporters, donors or volunteers and call them "members" or "friends." These groups have no voting rights and are not members under [STATE] law.

Article 4. Board of Directors

1. Powers. The Board of Directors (the "Board") manages the affairs and property of the Organization.
2. Number. The Board has at least [MINIMUM NUMBER] and no more than [MAXIMUM NUMBER] directors. The Board may set the exact number by resolution within that range.
3. Terms. Directors serve terms of [NUMBER] years. Terms are staggered so that about one third of the Board is elected each year. A director may serve no more than [NUMBER] consecutive full terms, and may serve again after a break of at least one year.
4. Election. The Board elects directors at its annual meeting by a majority of the directors present and voting.
5. Resignation. A director may resign at any time by written notice (email is enough) to the Chair or Secretary.
6. Removal. The Board may remove a director, with or without cause, by a vote of two thirds of the directors then in office, not counting the director being removed.
7. Vacancies. The Board may fill a vacancy by a majority vote of the remaining directors. A director chosen to fill a vacancy serves the rest of the term.
8. Compensation. Directors serve without pay for their service as directors. The Organization may reimburse reasonable, documented expenses that the Board approves.
9. Attendance. A director who misses [NUMBER] meetings in a row without an excuse the Chair accepts may be treated as having resigned, if the Board so decides.

Article 5. Meetings of the Board

1. Regular meetings. The Board meets at least [NUMBER] times a year. One of these is the annual meeting, held in [MONTH], where the Board elects directors and officers and reviews the past year.
2. Special meetings. The Chair, or any [NUMBER] directors, may call a special meeting.
3. Notice. The Secretary gives each director notice of each meeting at least [NUMBER] days ahead for regular meetings and [NUMBER] days ahead for special meetings, by email or another method allowed by [STATE] law. Notice of a special meeting states its purpose.
4. Waiver of notice. A director who attends a meeting without objecting to the lack of notice, or who signs a written waiver, waives notice.
5. Quorum. A majority of the directors then in office is a quorum. No business may be done without a quorum, except to adjourn.
6. Voting. Each director has one vote. Unless these bylaws or [STATE] law require more, the act of a majority of directors present at a meeting with a quorum is the act of the Board. Directors may not vote by proxy.
7. Electronic meetings. Where state law allows, directors may take part in any meeting by telephone or video conference, as long as every director taking part can hear and speak with every other director at the same time. Taking part this way counts as being present in person.
8. Action without a meeting. Where state law allows, the Board may act without a meeting if all directors consent in writing (including by email) to the action. The Secretary files the written consents with the minutes.
9. Minutes. The Secretary keeps minutes of every Board meeting, recording who attended, the decisions made and any conflicts of interest disclosed.

Article 6. Officers

1. Officers. The officers are a Chair, a Vice Chair, a Secretary and a Treasurer. The Board may create other offices. One person may hold more than one office where state law allows, except that the Chair may not also be the Secretary.
2. Election and term. The Board elects officers at its annual meeting for terms of [NUMBER] year(s). Officers serve until their successors are elected.
3. Chair. The Chair leads Board meetings, sets agendas with the Secretary and makes sure the Board's decisions are carried out.
4. Vice Chair. The Vice Chair acts for the Chair when the Chair is absent or unable to act.
5. Secretary. The Secretary gives notice of meetings, keeps minutes and keeps the Organization's governing documents and records.
6. Treasurer. The Treasurer oversees the Organization's money, makes sure accurate books are kept, reports on finances at each regular Board meeting and makes sure required tax and state filings are made on time.
7. Removal and vacancies. The Board may remove any officer by a majority vote of the directors then in office, and may fill a vacant office for the rest of its term.

Article 7. Committees

1. Board committees. The Board may create committees of two or more directors, such as an executive, finance or governance committee. A Board committee may act for the Board only on matters the Board delegates in writing, and only as far as [STATE] law allows. No committee may amend these bylaws, elect or remove directors, approve a merger or dissolution, or spend more than the Board has approved.
2. Advisory committees. The Board may create advisory committees that include people who are not directors. Advisory committees give advice and have no power to act for the Organization.
3. Committee records. Every committee keeps notes of its meetings and reports to the Board.

Article 8. Conflicts of interest

1. The Board will adopt and keep a written conflict of interest policy. Every director, officer and member of a committee with Board powers must follow it.
2. Each such person will sign a statement each year saying they have received, read and will follow the policy, and listing any interests that could create a conflict.

Article 9. Money and records

1. Fiscal year. The Organization's fiscal year runs from [START DATE, FOR EXAMPLE JANUARY 1] to [END DATE, FOR EXAMPLE DECEMBER 31].
2. Bank accounts. The Organization's money is kept in accounts in its own name at banks or other financial institutions the Board chooses.
3. Signing authority. The Board decides who may sign checks and contracts. Any payment or contract over [DOLLAR AMOUNT] needs two approvals, from people the Board names.
4. Budget. The Board approves an annual budget before the start of each fiscal year.
5. Gifts. The Board may accept or refuse any gift. The Board may adopt a gift acceptance policy.
6. Books and records. The Organization keeps accurate financial records, minutes of all Board and committee meetings, and copies of its governing documents and tax filings, and makes them available for inspection as the law requires.

Article 10. Indemnification and insurance

1. To the extent state law allows, the Organization will indemnify (protect from personal financial loss) any current or former director or officer against expenses, judgments and settlements reasonably incurred in a legal proceeding brought against them because of their role, as long as they acted in good faith and in a way they reasonably believed was in the Organization's best interests.
2. The Organization will not indemnify anyone in any situation where doing so would violate state law or cause the Organization to lose its tax-exempt status.
3. The Organization may buy insurance to cover directors and officers, including directors and officers liability insurance.

Article 11. Amendments

1. The Board may amend or repeal these bylaws, or adopt new bylaws, by a vote of two thirds of the directors then in office.
2. The text of a proposed amendment must be sent to all directors at least [NUMBER] days before the meeting where it will be voted on.
3. No amendment may conflict with the articles of incorporation, with [STATE] law or with the requirements for exemption under section 501(c)(3).

Article 12. Dissolution

1. The Organization may be dissolved only as allowed by [STATE] law, after a vote of two thirds of the directors then in office.
2. If the Organization dissolves, after paying or providing for its debts, its remaining assets will be distributed to one or more organizations that are exempt under section 501(c)(3) of the Internal Revenue Code, or to a federal, state or local government for a public purpose, as the Board decides.
3. No assets will be distributed to any director, officer or private person.

Certificate of adoption

I certify that I am the Secretary of [ORGANIZATION NAME] and that these bylaws were adopted by the Board of Directors on [DATE].

Signed: [SECRETARY NAME]

Date: [DATE]